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Position Description for Committee Chair

Introduction

The Chair of each committee (the “Committee”) of the Board of Directors of the Company (the “Board”) manages Committee meetings to ensure the fulfilment of the Committee’s mandate.

Accountability

The Chair of each committee of the Board is accountable to the Chair of the Board.

Key Responsibilities

  1. Managing the affairs and deliberations of the Committee in order that it can meet the objectives of its mandate as established annually.
  2. Developing Committee meeting agendas to gain reasonable assurance that appropriate strategies are implemented.
  3. Reporting to the Board after each Committee meeting on matters considered by the Committee and any recommendations to the Board for its approval.
  4. Providing an annual certification to the Corporate Governance Committee stating that the Committee has met the requirements of its mandate.
  5. Recommending candidates for the Committee membership to the Chair of the Board as needed.
  6. Assess the performance of the members of the Committee and provide feedback to the Corporate Governance Committee, its chair or Board Chair annually.
  7. Providing leadership to enable the Committee to act as an effective team in carrying out its responsibilities.
  8. In consultation with the Committee, instructing and supervising the engagement of all professional advisors retained by the Committee.
  9. Develop and maintain a working relationship with the relevant management executives, meeting with them individually not less than quarterly.
  10. Performing such other duties and responsibilities as may be requested by the Committee or the Board Chair from time to time.